Board committees and charters

To support the Board of Directors in its duties, the Board of Directors has established and appointed an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Scientific Committee. These committees are charged with reviewing issues pertaining to their respective fields that are due to be considered at board meetings.

The Audit Committee shall meet at least quarterly, or more frequently as circumstances dictate. During 2016, the Audit Committee held four meetings. The charter of the Audit Committee provides that the Audit Committee shall assist the Board of Directors with respect to the Board of Directors’ responsibilities to ensure the effectiveness of the internal controls over financial reporting and risk management system as well as compliance with legal and regulatory requirements. The Audit Committee shall furthermore assist the Board of Directors with the oversight of the financial reporting process to ensure the quality, transparency and integrity of the published financial information. In addition, the Audit Committee shall assist the Board of Directors with the oversight of the independent auditor process including recommending the appointment and assessing the performance and qualifications of the independent auditor and related fees. Genmab’s independent auditors will meet with the Audit Committee at least once per year and report on matters arising from their audit work. During 2016 the Audit Committee had four meetings with the auditors.

In March 2017 the Board of Directors elected the following members to the Audit Committee:

  • Pernille Erenbjerg (independent member and Chairman of the Audit Committee with broad business experience from the telecoms industry and comprehensive all round background within finance)
  • Mats Pettersson (independent member with extensive experience from international research-based biotech and pharmaceutical companies as well as significant board, executive management and business development experience)
  • Deirdre P. Connelly (independent memeber with extensive expertise in corporate governance and exprience with business turnaround, corporat culture transformation, product launch, and talent development.

Audit Committee Charter

The Nominating and Corporate Governance Committee shall meet at least twice a year and otherwise as the Committee deems appropriate. During 2016, the Nominating and Corporate Governance Committee held two meetings. The Charter for the Nominating and Corporate Governance Committee provides that the role of the Nominating and Corporate Governance Committee is to identify, review, evaluate and recommend to the full Board of Directors candidates to serve as Genmab’s board members as well as to make recommendations to the Board of Directors regarding affairs relating to Genmab’s board members including whether existing board members should be re-nominated. In addition, the Nominating and Corporate Governance Committee serves as a focal point for communication between candidates, non-committee board members and the Executive Management. The Nominating and Corporate Governance Committee shall furthermore evaluate the composition of Genmab’s board committees and recommend board committee candidates to the Board of Directors. The Nominating and Corporate Governance Committee also administers and oversees all aspects of our corporate governance and makes recommendations to the Board of Directors regarding corporate governance issues.

In March 2017 the Board of Directors elected the following members to the Nominating and Corporate Governance Committee:

  • Mats Pettersson (independent member and Chairman of the Nominating and Corporate Governance Committee with extensive experience from international research-based biotech and pharmaceutical companies as well as significant board, executive management and business development experience)
  • Pernille Erenbjerg (independent member with broad business experience from the telecoms industry and comprehensive all round background within finance)
  • Deirdre P. Connelly (idepndent member with extensive expertise in corpoat governance and experience with business turnaround, corporate culture transformation, product launch and talent development)

Nominating and Corporate Governance Committee Charter

The Compensation Committee shall meet at least twice a year. During 2016, the Compensation Committee held two meetings. The charter for the Compensation Committee provides that the role of the Compensation Committee is to assist the Board of Directors with respect to the Board of Directors’ responsibilities relating to compensation of the Executive Management and to oversee and advise the Board of Directors on the adoption of policies that govern Genmab’s compensation programs, including warrant and benefit plans. The Compensation Committee makes recommendations to the Board of Directors regarding specific remuneration packages for each of the members of the Board of Directors as well as the Executive Management, including pension rights and any compensation payments.

In March 2017 the Board of Directors elected the following members to the Compensation Committee:

  • Anders Gersel Pedersen (non-independent member and Chairman of the Compensation Committee with considerable business and management experience in pharmaceutical industry, including expertise in clinical research, development, regulatory affairs and product life cycle management)
  • Mats Pettersson (independent member with extensive experience from international research-based biotech and pharmaceutical companies as well as significant board, executive management and business development experience)
  • Rolf Hoffann (idepndent member with extensive international managemnt experience with expertise in P&L management, governance and corporate integrity agreement management, compliance and organizational efficiency)

Compensation Committee Charter

The Scientific Committee was established in March 2017 following the Annual General Meeting. The Scientific Committee shall meet at least twice a year or more frequently as the circumstances dictate. The charter for the Scientific Committee provides that the Scientific Committee shall provide input and advise the Board of Directors in matters relating to Genmab’s R&D strategy, including reviewing Genmab’s pre-clinical and clinical product pipeline and the ranking thereof in view of Genmab’s overall strategy and vision. The primary duties and responsibilities of the Scientific Committee are to review and discuss the preclinical and clinical product portfolio of Genmab, to review and discuss Genmab’s R&D strategy and to review science and technology trends. In addition, the Scientific Committee shall provide strategic advice and make recommendations to the ongoing R&D programs, review the R&D capacity of Genmab, and the organization thereof, and review and discuss Genmab’s intellectual property strategies.

In March 2017 the Board of Directors elected the following members to the Scientific Committee:

  • Paolo Paoletti (independent member with extensive experience in research, development and commercialization in the pharmaceutical industry)
  • Anders Gersel Pedersen (non-independent member with considerable business and management experience in pharmaceutical industry, including expertise in clinical research, development, regulatory affairs and product life cycle management)
  • Rolf Hoffmann (independent member with extensive international management experience with expertise in creating and optimizing commercial opportunities in global markets as well as expertise in P&L management, governance and corporate integrity agreement management, compliance and organizational efficiency)

Scientific Committee Charter